Atlas Luxco S.à r.l., a subsidiary of Atlas Investissement S.A.S.,
announces public offers to purchase all of the outstanding common
shares and SDRs of Millicom International Cellular S.A. for USD
24.00 in cash per Common Share and per SDR
Press Release
This announcement is not an offer,
whether directly or indirectly, in Australia, Belarus, Canada, Hong
Kong, Japan, New Zealand, Singapore, South Africa or Russia or in
any other jurisdiction where such offer would be prohibited by
applicable law pursuant to legislation, restrictions and
regulations in the relevant jurisdiction. Shareholders not resident
in Sweden or the United States who wish to accept the Offers (as
defined below) must make inquiries concerning applicable
legislation and possible tax consequences. Shareholders should
refer to the offer restrictions included in the section titled
“Important notice” at the end of this announcement and in the Offer
to Purchase (as defined below) that will be published shortly
before the beginning of the acceptance period for the Offers.
United States shareholders should refer to the section titled
“Important Information” and “Special Notice to Shareholders in the
United States” at the end of this announcement.
Atlas Luxco S.à r.l., a subsidiary of
Atlas Investissement S.A.S., announces public offers to purchase
all of the outstanding common shares and SDRs of Millicom
International Cellular S.A. for USD 24.00 in cash per Common Share
and per SDR
Atlas Luxco S.à
r.l.1 (“Atlas” or the
“Purchaser”), a subsidiary of Atlas Investissement
S.A.S.1, hereby announces
separate but concurrent public offers in Sweden (the “Swedish
Offer”) and the United States (the “US Offer”, and together with
the Swedish Offer, the “Offers”) to the shareholders in Millicom
International Cellular S.A.2
(“Millicom” or the “Company”) to tender all of their common
shares, with nominal value USD 1.50 per share (each, a “Common
Share,” and collectively, the “Common Shares”), including Swedish
Depositary Receipts representing Common Shares (each Swedish
Depositary Receipt represents one Common Share) (each, an “SDR” and
collectively, the “SDRs,” and together with the Common Shares, the
“Shares”) in Millicom3 to Atlas.
The Common Shares are listed on the Nasdaq Stock Market (“Nasdaq
US”) and the SDRs are listed on Nasdaq Stockholm, Large Cap
(“Nasdaq Stockholm”). Holders of Common Shares and SDRs will
collectively be referred to herein as “Shareholders.”
Key Highlights
Atlas firmly believes that the Offers bring (i)
compelling value; (ii) high transaction certainty; and (iii) a
unique liquidity opportunity to the Company’s Shareholders, as
detailed below:
- Compelling value:
The price in the Offers of USD 24.00 per Common Share and USD 24.00
per SDR4 (the “Offer Price”) represents the
highest share price for the Shares reached by Millicom over the
last two years until early May 2024, a 18.8 per cent premium
compared to the volume weighted average trading price for the
Shares during the last 90 calendar days ended on May 22, 20245, a
27.1 per cent premium compared to the volume weighted average
trading price for the Shares during the last 180 calendar days
ended on May 22, 20246 and a 37.8 per cent premium compared to the
volume weighted average trading price for the Shares during the
last 365 calendar days ended on May 22, 20247.8
- High transaction
certainty: The Offers are fully financed, and Atlas
believes that the conditions for completion of the Offers are
customary for this type of transaction.
- A unique liquidity
opportunity: The Offers allow all Millicom Shareholders to
benefit from full cash liquidity at an attractive price in an
environment where Atlas believes that liquidity has been weak for
holders of SDRs and Common Shares.
Atlas acknowledges the Company’s press release
published on June 27, 2024 (the “Pre-Commencement Press
Release”), in which the committee of independent directors
of the Board of Directors of Millicom (the “Independent Bid
Committee”) stated that, on a preliminary basis, it did
not believe that the Offer Price was in the best interest of the
Shareholders. This last-minute communication does not contain any
valuation arguments and only contains the Independent Bid
Committee’s updated forecasts as to select features of Millicom’s
results of operations for 2024, which continues to be subject to
review by Millicom’s management and auditor. Millicom is, under US
law, required to make a formal recommendation or state that it is
neutral or is unable to take a position with respect to the Offers
within ten business days from the date of the publication of the
Offer to Purchase (as defined below) and, pursuant to the Takeover
Rules for Nasdaq Stockholm and Nordic Growth Market NGM (the
“Swedish Takeover Rules”), required to announce
its formal opinion regarding the Offers and obtain a fairness
opinion from independent experts no later than two weeks prior to
the expiry of the Offer Period (as defined below). As such, this
preliminary communication does not have a material impact on Atlas’
assessment of the Company.
Atlas believes that the evolution of the
Company’s share price since Atlas’ intentions concerning the Offers
were made public is a clear indication that the Offer Price is
attractive.
Summary of the Offers
- Shareholders are being offered USD
24.00 per Common Share and USD 24.00 per SDR9.
- The Offers value Millicom, based on
all outstanding 171,255,66410 Shares, at approximately USD 4.1
billion. The total value of the Offers, based on the 121,288,93011
outstanding Shares in Millicom, which are not directly or
indirectly owned by Atlas or its closely related parties, amounts
to approximately USD 2.9 billion12.
- In the US Offer, the Offer Price
represents a premium of:13
- 1.8 per cent compared to the
closing price of the Common Shares of USD 23.6 on May 22, 2024 (the
last day of trading prior to market speculation14 regarding a
potential public offer for the Company);15
- 17.2 per cent compared to the
volume weighted average trading price of USD 20.5 for the Common
Shares during the last ninety (90) calendar days ended on May 22,
2024 (the last day of trading prior to market speculation regarding
a potential public offer for the Company);
- 24.4 per cent compared to the
volume weighted average trading price of USD 19.3 for the Common
Shares during the last one hundred eighty (180) calendar days ended
on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company);
and
- 37.0 per cent compared to the
volume weighted average trading price of USD 17.5 for the Common
Shares during the last three hundred sixty-five (365) calendar days
ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the
Company).
- In the Swedish Offer, the Offer
Price16 represents a premium of:17
- 1.2 per cent compared to the
closing price of the SDRs of SEK 251.6 on May 22, 2024 (the last
day of trading prior to market speculation regarding a potential
public offer for the Company);18
- 19.3 per cent compared to the
volume weighted average trading price of SEK 213.4 for the SDRs
during the last ninety (90) calendar days ended on May 22, 2024
(the last day of trading prior to market speculation regarding a
potential public offer for the Company);
- 29.3 per cent compared to the
volume weighted average trading price of SEK 197.0 for the SDRs
during the last one hundred eighty (180) calendar days ended on May
22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company); and
- 37.4 per cent compared to the
volume weighted average trading price of SEK 185.3 for the SDRs
during the last three hundred sixty-five (365) calendar days ended
on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the
Company).
- An offer document regarding the
Offers (the “Offer to Purchase”) is expected to be
made public on or about July 1, 2024.19 The initial acceptance
period for the Offers (the “Offer Period”) is
expected to commence on July 1, 2024, and expire at one minute
after 10:59 a.m. EST, or one minute after 4:59 p.m. CEST, on August
16, 2024, unless the Offer Period is extended.
- The Offers are, inter alia,
conditional upon the Offers being accepted to such extent that
Atlas becomes the owner of Shares representing ninety-five (95) per
cent or more of the Shares in Millicom. Further, the Offers will be
made on the terms and subject to the conditions 2 – 7 set
out below in this announcement.
Background and reasons for the
Offers
The Purchaser has identified Millicom as an
attractive investment opportunity due to its position as a regional
market leader in Latin America and its strong position in South
America, its high-quality assets and strong brand. Millicom has
also demonstrated a long-term commitment to the region with its
significant investments, which are expected to support digital
development for the relevant populations and economies as well as
the achievement of its ambitious ESG targets.
The purpose of the Offers is for Atlas to
continue to support the Company in the execution of its strategic
plan. Specifically, Atlas wants to continue expanding the reach and
capacity of Millicom’s networks and distribution capabilities to
grow its customer base and better leverage its comprehensive
telecom expertise. Atlas believes that the Company will benefit
from the Purchaser Group’s long-term knowledge and experience in
the telecoms sector across numerous jurisdictions, as well as the
creation of potential synergies that will allow Millicom to be
better equipped to focus on long-term business goals, including
pursuing any potential strategic transactions and acquisitions. The
Purchaser Group will conduct a detailed review of Millicom and will
consider what specific changes would be appropriate to achieve this
objective following completion of the Offers.
Following completion of the Offers, the
Purchaser will conduct a detailed review of Millicom and its
assets, corporate structure, dividend policy, capitalization,
indebtedness, operations, properties, policies, management and
personnel, obligations to report under Section 15(d) of the
Securities and Exchange Act of 1934 (the “Exchange
Act”) and the delisting of its securities from a
registered national securities exchange, and will consider what, if
any, changes would be desirable in light of the circumstances that
exist following completion of the Offers. The Purchaser will
evaluate the business and operations of Millicom following the
consummation of the Offers and will take such actions as the
Purchaser deems appropriate under the circumstances then existing.
Thereafter, the Purchaser intends to analyze such information as
part of a comprehensive review of Millicom’s business, operations,
capitalization and management with a view to continue enhancing the
development of Millicom’s potential. Possible changes could include
changes in Millicom’s business, corporate structure, organizational
documents, capitalization, management, business development
opportunities, indebtedness, dividend policy or to the Board of
Directors of Millicom (the “Millicom Board”).
While the Purchaser’s plans with respect to Millicom do not
currently include changing its business and general strategy, the
Purchaser will consider what, if any, changes would be desirable in
light of its review and the circumstances that exist after the
completion of the Offers.
If the conditions for completion of the Offers
are satisfied and the Offers are successful, following the
consummation of the Offers and to the extent legally permitted by
applicable law, the Purchaser currently intends to delist the
Common Shares from Nasdaq US and the SDRs from Nasdaq Stockholm, to
terminate the registration of the Common Shares under Section
12(g)(4) of the Exchange Act and to suspend Millicom’s reporting
obligations under Section 15(d) of the Exchange Act.
Initially following the consummation of the
Offers, Millicom’s business and operations will be continued
substantially as they are currently being conducted and, except
with respect to any transactions that may result from the Company’s
ongoing discussions or negotiations involving the Company or
certain subsidiaries in Central and South America, neither the
Purchaser nor the Purchaser Group nor, to the best of their
knowledge, any of the directors or executive officers of the
Purchaser or the Parent, has any current plans, proposals or
negotiations that relate to or would result in the following: (a)
an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries, (b) any purchase, sale or transfer of a material
amount of assets of the Company or any of its subsidiaries, (c) any
material change in the Company’s present dividend rate or policy,
or indebtedness or capitalization, (d) any change in the present
Millicom Board or management of the Company, including, but not
limited to, any plans or proposals to change the number or the term
of directors or to fill any existing vacancies on the Millicom
Board, any changes concerning the Company’s management or
employees, or to change any material term of the employment
contract of any executive officer or other employee, (e) any other
material change in the Company’s corporate structure, business or
with regard to Millicom’s operational sites, (f) any class of
security of the Company to be de-listed from a national securities
exchange or cease to be authorized to be quoted in an automated
quotations system operated by a national securities association or
(g) any class of equity securities of the Company becoming eligible
for termination of registration under section 12(g)(4) of the
Exchange Act.
The Purchaser does not at this point in time
anticipate that Millicom’s business will be materially affected as
a result of the Offers, though as noted above, upon completion of
the Purchaser’s detailed review following completion of the Offers,
the Purchaser intends to leverage the Purchaser Group’s long-term
knowledge and experience in the telecoms sector across numerous
jurisdictions to explore potential synergies, focus on long-term
business goals and pursue any potential strategic transactions and
acquisitions that may arise.
Furthermore, at this point in time there are no
employees in Atlas, implying that the Offers will not entail any
changes for the management and employees in Atlas. The Purchaser
does not anticipate that the Offers will affect Atlas’
business.
The Offer
Consideration
Shareholders are being offered USD 24.00 per
Common Share and USD 24.00 per SDR20.
In the US Offer, the Offer Price is payable net
to the seller in cash, without interest, less any withholding taxes
that may be applicable. In the Swedish Offer, settlement will be
made in SEK and the Offer Price will be set, based on the obtained
USD/SEK exchange rate, as close to the settlement date as the
Purchaser is able. The conversion of USD to SEK will be made in
connection with the Purchaser making the consideration available to
the Swedish settlement agent (expected around three business days
following an announcement that the Purchaser declares the Offers
unconditional and will complete the Offers), by the Swedish
settlement agent at the prevailing market rates. The conversion may
be affected by the availability of currency and the amount of SEK
to be settled. This further means that the conversion may need to
take place over more than one day.
Should Millicom, prior to the settlement of the
Offers, distribute dividends or in any other way distribute or
transfer value to its Shareholders, the Offer Price will be
adjusted accordingly. In the event of either of the foregoing,
Atlas reserves the right to determine whether this price adjustment
mechanism or condition 7 to completion of the Offers (see below)
will be invoked.
No commission will be charged in respect of the
settlement of the Shares in Millicom tendered to Atlas under the
Offers.
Premium
In the US Offer, the Offer Price represents a
premium of:21
- 1.8 per cent compared to the
closing price of the Common Shares of USD 23.6 on May 22, 2024 (the
last day of trading prior to market speculation22 regarding a
potential public offer for the Company);23
- 17.2 per cent compared to the
volume weighted average trading price of USD 20.5 for the Common
Shares during the last ninety (90) calendar days ended on May 22,
2024 (the last day of trading prior to market speculation regarding
a potential public offer for the Company);
- 24.4 per cent compared to the
volume weighted average trading price of USD 19.3 for the Common
Shares during the last one hundred eighty (180) calendar days ended
on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the Company);
and
- 37.0 per cent compared to the
volume weighted average trading price of USD 17.5 for the Common
Shares during the last three hundred sixty-five (365) calendar days
ended on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the
Company).
In the Swedish Offer, the Offer Price24
represents a premium of:25
- 1.2 per cent compared to the
closing price of the SDRs of SEK 251.6 on May 22, 2024 (the last
day of trading prior to market speculation regarding a potential
public offer for the Company);26
- 19.3 per cent compared to the
volume weighted average trading price of SEK 213.4 for the SDRs
during the last ninety (90) calendar days ended on May 22, 2024
(the last day of trading prior to market speculation regarding a
potential public offer for the Company);
- 29.3 per cent compared to the
volume weighted average trading price of SEK 197.0 for the SDRs
during the last one hundred eighty (180) calendar days ended on May
22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company); and
- 37.4 per cent compared to the
volume weighted average trading price of SEK 185.3 for the SDRs
during the last three hundred sixty-five (365) calendar days ended
on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the
Company).
On a blended basis to illustrate one premium for
both Offers, the Offer Price represents a premium of:27
- 18.8 per cent compared to the
volume weighted average trading price of USD 20.2 for the Shares
during the last ninety (90) calendar days ended on May 22, 2024
(the last day of trading prior to market speculation regarding a
potential public offer for the Company);
- 27.1 per cent compared to the
volume weighted average trading price of USD 18.9 for the Shares
during the last one hundred eighty (180) calendar days ended on May
22, 2024 (the last day of trading prior to market speculation
regarding a potential public offer for the Company); and
- 37.8 per cent compared to the
volume weighted average trading price of USD 17.4 for the Shares
during the last three hundred sixty-five (365) calendar days ended
on May 22, 2024 (the last day of trading prior to market
speculation regarding a potential public offer for the
Company).
The total value of the
Offers
The Offers value Millicom, based on all
outstanding 171,255,66428 Shares, at approximately
USD 4.1 billion. The total value of the Offers, based on
the 121,288,93029 outstanding Shares in Millicom, which are not
directly or indirectly owned by Atlas or its closely related
parties, amounts to approximately USD 2.9 billion30.
Statement by the independent bid
committee and fairness opinion
Atlas has been informed that the Millicom Board
has established an Independent Bid Committee consisting entirely of
directors independent from the Purchaser and the Parent.
As of the date of this announcement, the
Millicom Board, through the Independent Bid Committee, has not made
a formal recommendation regarding the Offers and has not stated
whether the Offers, as outlined in the Offer to Purchase, which is
expected to be made public on or around July 1, 2024, are fair
or in the best interests of the Company and its “unaffiliated
security holders” as defined in Rule 13e-3 under the Exchange Act.
Though the Independent Bid Committee shared its preliminary views
in the Pre-Commencement Press Release, the Independent Bid
Committee is, in accordance with the Swedish Takeover Rules,
required to announce its formal opinion regarding the Offers and
obtain a fairness opinion from independent experts no later than
two weeks prior to the expiry of the Offer Period. Under US law,
Millicom is required to make a formal recommendation or state that
it is neutral or is unable to take a position with respect to the
Offers in a Solicitation/Recommendation Statement on Schedule
14D-9, and to publish such recommendation or send it to holders of
Common Shares within ten US business days from the date of the
Offer to Purchase. In each case the Independent Bid Committee is
required to explain the reasons for its position. The
Pre-Commencement Press Release does not constitute any such formal
opinion or recommendation.
The Independent Bid Committee consists of the
Millicom Non-Executive Directors Mauricio Ramos, Bruce Churchill,
Justine Dimovic, Tomas Eliasson, Blanca Treviño de Vega and María
Teresa Arnal. The Millicom Non-Executive Directors Thomas Reynaud,
Aude Durand and Maxime Lombardini have not participated in, and
will not participate in, the Independent Bid Committee’s handling
of or decisions regarding the Offers as they have a conflict of
interest pursuant to Rule II.18 of the Swedish Takeover Rules (see
“Certain closely related parties” below).
Atlas’ shareholding in
Millicom
As of the date of this announcement, Atlas holds
49,966,734 Shares (composed entirely of SDRs)31 in Millicom, which
corresponds to approximately 29.0332 per cent of the share capital
and the total number of votes in Millicom. Atlas is an affiliate
(as defined under US federal securities laws) of Millicom and has
during the six (6) months preceding the announcement of the Offers
acquired 131,587 SDRs at a price per SDR not exceeding the Offer
Price. The highest price paid per SDR during the six (6) months
preceding the announcement of the Offers was SEK 192.51.
Apart from the above, neither Atlas nor any of
its closely related companies or closely related parties owns or
controls any Shares in Millicom, nor any financial instruments that
give financial exposure equivalent to holding Shares in Millicom,
at the time of this announcement. Neither Atlas nor any of its
closely related companies or closely related parties have acquired
or agreed to acquire any Shares or any other financial instruments
in Millicom that give financial exposure equivalent to holding
Shares in Millicom at a price above the Offer Price during the six
(6) months preceding the announcement of the Offers.
To the extent permissible under applicable laws
and regulations, Atlas and its closely related companies or closely
related parties may acquire, or take measures to acquire, Shares in
other ways than through the Offers. Information about such
acquisitions of Shares, or measures to acquire Shares, will be
disclosed in accordance with applicable laws and regulations.
Conditions for completion of the
Offers
The completion of the Offers is conditional
upon:
- the Offers being accepted to such
extent that Atlas becomes the owner of Shares representing ninety
five (95) per cent or more of the Shares in Millicom;33
- no other party announcing an offer
to acquire Shares on terms that are more favorable to the
Shareholders than the Offers;
- with respect to the Offers and
completion of the acquisition of Millicom, receipt of all necessary
regulatory, governmental or similar clearances, approvals,
decisions and other actions from authorities or similar, including
from competition authorities, being obtained, in each case on terms
which, in Atlas’ opinion, are acceptable;
- neither the Offers nor the
acquisition of Millicom being rendered wholly or partially
impossible or significantly impeded as a result of legislation or
other regulation, any decision of a court or public authority, or
any similar circumstance;
- no circumstances having occurred
which could have a material adverse effect or could reasonably be
expected to have a material adverse effect on Millicom’s financial
position or operations, including Millicom’s sales, results,
liquidity, equity ratio, equity or assets;
- no information made public by
Millicom, or otherwise made available to Atlas by Millicom, being
inaccurate, incomplete or misleading, and Millicom having made
public all information which should have been made public; and
- Millicom not taking any action that
is likely to impair the prerequisites for making or completing the
Offers.
Atlas reserves the right to withdraw the Offers
in the event that it is clear that any of the above conditions are
not satisfied or cannot be satisfied. However, with regard to
conditions 2 – 7 above, the Offers may only be withdrawn
where the non-satisfaction of such condition is of material
importance to Atlas’ acquisition of Millicom or if otherwise
approved by the Swedish Securities Council (Sw.
Aktiemarknadsnämnden).
Atlas reserves the right to waive, in whole or
in part, one, several or all of the conditions 1 - 7 set
out above, including, with respect to condition 1 above, to
complete the Offers at a lower level of acceptance.
Certain closely related
parties
The Millicom Non-Executive Director Thomas
Reynaud is the Chief Executive Officer and member of the Board of
Directors of Iliad Group,34 the Millicom Non-Executive Director
Aude Durand is the Deputy Chief Executive Officer of Iliad Holding
and Iliad Group and the Millicom Non-Executive Director, President
and Chief Operating Officer Maxime Lombardini is the Vice-Chairman
of the Board of Directors of Iliad Group, and they are therefore
not considered independent in relation to Atlas pursuant to the
Swedish Takeover Rules. Consequently, Thomas Reynaud, Aude Durand
and Maxime Lombardini have a conflict of interest pursuant to Rule
II.18 of the Swedish Takeover Rules. For this reason, they have not
participated, and will not participate, in Millicom’s handling of
matters regarding the Offers.
The above means that Section III of the Swedish
Takeover Rules is applicable to the Swedish Offer, entailing that
the Offer Period shall be at least four weeks and that Millicom is
obliged to obtain and make public a valuation opinion (a fairness
opinion) regarding the Shares from independent experts.
Certain information concerning the
Parent and the Purchaser
Atlas is a private limited liability company
(société à responsabilité limitée) existing under the laws of
Luxembourg, having its registered office at 53, boulevard Royal,
L-2449 Luxembourg, Luxembourg, with corporate registration number
B274990 with the Luxembourg Trade and Companies Registry (R.C.S.
Luxembourg). Atlas is a subsidiary of the Parent. Atlas was
incorporated on February 1, 2023, and registered with the
Luxembourg Trade and Companies Registry (R.C.S. Luxembourg) on
February 9, 2023. Atlas is a financial holding company. The Parent
is a simplified joint-stock company (société par actions
simplifiée) domiciled in Paris, France, with corporate registration
number 908 070 188 with the Paris Trade and Companies Registry
(R.C.S Paris).
Atlas and the Parent are long-term industrial
investors looking to support the development and profitable growth
of the telecoms sector through targeted investments in assets that
offer opportunities for significant value creation.
The Parent is a majority owned subsidiary of NJJ
Holding S.A.S., an investment vehicle wholly owned by Xavier Niel,
who is also the owner of the Iliad Group. NJJ Holding S.A.S. is an
investor in telecom assets with presence in Switzerland, Ireland,
Monaco, Cyprus, Malta, Sweden and the Baltics, while Iliad Group is
one of the leading telecom providers present in France, Italy,
Poland, Sweden and the Baltics. Xavier Niel has significant
expertise in the telecoms sector and an outstanding track record of
innovation and strategy execution, with a 30-year track record of
innovation in the sector.
Today nearly 50 million active subscribers –
more than 1 in 10 Europeans – use Iliad or NJJ-owned or affiliated
networks.
Financing of the Offers
The consideration payable in respect of the
Offers is financed in full through funds available to the Purchaser
pursuant to financing provided by BNP Paribas, Crédit Agricole
Corporate and Investment Bank, JPMorgan Chase Bank, N.A., London
Branch, J.P. Morgan SE, Natixis and Société Générale under the debt
commitment letters and related interim facilities agreement, on
terms customary for financing of public offers on the US and
Swedish markets.
The above-mentioned financing provides Atlas
with sufficient cash resources to satisfy in full the consideration
payable in respect of the Offers and, accordingly, completion of
the Offers is not subject to any financing condition.
Review of information in connection with
the Offers
Atlas has been permitted by the Independent Bid
Committee to carry out a limited confirmatory due diligence review
of Millicom in connection with the preparation of the Offers. To
Atlas' knowledge, no material non-public or inside information has
been disclosed to Atlas during the process.
Approvals from authorities
The completion of the Offers is conditional upon
all necessary clearances, approvals, decisions, and other actions
from authorities or similar, including approvals from competition
authorities, being obtained, in each case on terms which, in Atlas’
opinion, are acceptable.
According to Atlas’ assessment, the Offers will
require customary regulatory approvals in the United States,
Bolivia and Colombia. Atlas has initiated the work on filings
relevant for the transaction. Atlas expects necessary clearances to
be obtained prior to the end of the Offer Period.
Preliminary
timetable35
Publication of the Offer to Purchase
July 1, 2024
Offer Period
July 1, 2024 –
August 16, 2024
Estimated date of settlement
On or around August 29, 2024
The Purchaser reserves the right to extend the
Offer Period, as well as to postpone the settlement date. If the
Swedish Offer is extended in accordance with Swedish law, the US
Offer is expected to be extended so that it will expire on the same
day as, and simultaneously with, the Swedish Offer. If the US Offer
is extended in accordance with US law, the Swedish Offer is
expected to be extended so that it will expire on the same day as,
and simultaneously with, the US Offer.
Takeover squeeze-out, takeover sell-out
and delisting
If the conditions for completion of the Offers
are satisfied and the Offers are successful, the Purchaser
currently intends to cause the delisting of the Common Shares from
Nasdaq US as promptly as practicable after the consummation of the
Offers, as permitted by applicable law and the rules of Nasdaq
US.
In the event the Purchaser, in connection with
the Offers or otherwise, has acquired securities representing not
less than ninety five (95) per cent of the capital carrying voting
rights and ninety five (95) per cent of the voting rights in
Millicom, the Purchaser will have the right to exercise takeover
squeeze-out in accordance with the Luxembourg law of 19 May 2006
transposing Directive 2004/25/EC of the European Parliament and of
the Council of 21 April 2004 on takeover bids (the
“Luxembourg Takeover Law”) to acquire all
remaining Shares in Millicom. Furthermore, pursuant to the
Luxembourg Takeover Law, if following the Offers, the Purchaser
holds securities carrying more than ninety (90) per cent of the
voting rights in Millicom, the remaining Shareholders may require
that the Purchaser purchases the remaining Shares at a fair price
by exercising a takeover sell-out. In connection with a takeover
squeeze-out or a takeover sell-out, the Purchaser intends to
promote delisting of the SDRs from Nasdaq Stockholm.
Applicable law and disputes
The Swedish Offer, as well as any agreements
entered into between Atlas and the Shareholders in Millicom as a
result of the Swedish Offer, shall be governed and construed in
accordance with substantive Swedish law, save for certain corporate
law aspects which are governed by Luxembourg law. Any dispute
regarding the Swedish Offer or agreements in connection therewith
shall be settled exclusively by Swedish courts, and the District
Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of
first instance. The US Offer shall be governed and construed in
accordance with US federal securities laws, as well as Swedish law
pursuant to certain exemptions where applicable, and Luxembourg law
for certain corporate law aspects.
The Swedish Takeover Rules and the Swedish
Securities Council’s statements and rulings regarding the
interpretation and application of the Swedish Takeover Rules are
applicable to the Swedish Offer. Furthermore, Atlas has, in
accordance with the Swedish Takeovers Act (Sw. lag (2006:451) om
offentliga uppköpserbjudanden på aktiemarknaden), on June 30, 2024,
contractually undertaken, in writing, towards Nasdaq Stockholm AB
to comply with said rules and statements and to accept any
sanctions that can be imposed by Nasdaq Stockholm AB in the event
of a breach of the Swedish Takeover Rules. On July 1, 2024, Atlas
informed the Swedish Financial Supervisory Authority about the
Offers and the above-mentioned undertaking towards Nasdaq Stockholm
AB.
Advisors
BNP Paribas S.A., Crédit Agricole Corporate and
Investment Bank, J.P. Morgan Securities plc, J.P. Morgan Securities
LLC, Lazard Frères S.A.S. and Société Générale are acting as
financial advisors to Atlas Investissement S.A.S. and Handelsbanken
is acting as financial advisor to Atlas. Skadden, Arps, Slate,
Meagher & Flom LLP, Roschier Advokatbyrå AB and Arendt &
Medernach SA are legal advisors to Atlas and Atlas Investissement
S.A.S. in connection with the Offers.
Atlas Luxco S.à r.l.The Board of
Managers
About Atlas Investissement
Atlas Investissement is a majority owned
subsidiary of NJJ Holding, an investment vehicle wholly owned by
Xavier Niel, a recognised entrepreneur and major long-term investor
in the telecoms sector across several European and African markets.
Xavier Niel is also the owner of the Iliad Group. NJJ Holding is an
investor in telecom assets with presence in Switzerland, Ireland,
Monaco, Cyprus, Malta, Sweden and the Baltics, while Iliad Group is
one of the leading telecom providers present in France, Italy,
Poland, Sweden and the Baltics.
Information about the
Offers:
Information about the Offers is made available
at: www.atlas-investissement.com/en/offers
For additional information, please contact:
Cornelia Schnepf,
FinElkcornelia.schnepf@finelk.eu +44 7387 108 998
Louise Tingström,
FinElklouise.tingstrom@finelk.eu+44 7899 066 995
For administrative questions regarding the
Swedish Offer, please contact your bank or the nominee registered
as holder of your SDRs.
The information in this press release was
submitted for publication by Atlas in accordance with the Swedish
Takeover Rules. The information was submitted for publication on
July 1, 2024 at 07.30 a.m. (CEST).
Important information:
In the US Offer, this communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell securities of Millicom. It is
also not a substitute for the tender offer materials that Atlas
will file with the SEC upon commencement of the US Offer. At the
time that the US Offer is commenced, Atlas will file a Tender Offer
Statement and Rule 13e-3 Transaction Statement under cover of
Schedule TO with the SEC, and Millicom will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the US Offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT AND TRANSACTION STATEMENT
WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY
AND BE CONSIDERED BY MILLICOM’S SECURITYHOLDERS BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFERS. The Tender Offer Statement,
Rule 13e-3 Transaction Statement and Solicitation/Recommendation
Statement will be made available to Millicom’s investors and
security holders free of charge. A free copy of the Tender Offer
Statement, Rule 13e-3 Transaction Statement and
Solicitation/Recommendation Statement will also be made available
to all of Millicom’s investors and security holders by visiting
Atlas’ website at www.atlas-investissement.com/en/offers. In
addition, the Tender Offer Statement, Rule 13e-3 Transaction
Statement and Solicitation/Recommendation Statement (and all other
documents filed by Millicom with the SEC) will be available at no
charge on the SEC’s website (www.sec.gov) upon filing with the SEC.
MILLICOM’S INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
TENDER OFFER STATEMENT, RULE 13E-3 TRANSACTION STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED BY ATLAS OR MILLICOM WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFERS. THESE
MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFERS,
ATLAS AND MILLICOM.
Cautionary Note Regarding
Forward-Looking Statements
This announcement and other related
documents delivered to you and/or incorporated by reference herein
include “forward-looking statements,” including statements
regarding the Purchaser Group, any member of the Purchaser Group’s
future prospects, developments and business strategies, timing and
completion of the Offers, compelling value of the Offers and the
Offer Price, purpose of the Offers, future performance, plans,
growth and other trend projections and other benefits of the
Offers, certainty of the Offers and the potential to satisfy the
conditions for completion of the Offers, regulatory approvals
required for completion of the Offers, the possibility that
competing offers will be made, potential adverse reactions or
changes to business relationships as a result of the Offers and
costs, charges or expenses relating to the Offers. These statements
may generally, but not always, be identified by the use of words
such as “anticipates,” “intends,” “expects,” “believes,” or similar
expressions.
By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on assumptions and circumstances that may occur
in the future. Actual results could differ materially from those
set forth in forward-looking statements due to a variety of
factors, many of which are outside the control of Atlas, the
Purchaser Group and Millicom, including changes in domestic and
foreign economic and market conditions; the effect of changes in
governmental regulations; any natural disaster, public health
crisis or other catastrophic event; and the effect of laws and
regulations governing government contracts, as well as the
possibility that expected benefits related to recent or pending
acquisitions, including the Offers, may not materialize as
expected; the Offers not being timely completed, if completed at
all; regulatory approvals required for the transaction not being
timely obtained, if obtained at all, or being obtained subject to
conditions; prior to the completion of the transaction, Millicom’s
business experiencing disruptions due to transaction-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, customers, licensees, other business
partners or governmental entities; difficulty retaining key
employees; the outcome of any legal proceedings related to the
Offers; the parties being unable to successfully implement
integration strategies or to achieve expected synergies and
operating efficiencies within the expected time frames or at all
and other risk factors listed in Millicom’s most recent annual
report on Form 20-F. There can be no assurance that actual results
will not differ materially from those expressed or implied by these
forward-looking statements.
Any forward-looking statements made
herein speak only as of the date on which they are announced, and
you should not rely on these forward-looking statements as
representing Atlas’ or the Purchaser Group’s views as of any date
after today. Except as required by the Swedish Takeover Rules or
applicable law or regulation, Atlas and the Purchaser Group
expressly disclaims any obligation or undertaking to publicly
announce updates or revisions to any forward-looking statements
contained in this announcement to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
The reader should, however, consult any additional disclosures that
Atlas, the Purchaser Group or Millicom have made or may
make.
Important notice
The Offers are not being made, directly
or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New
Zealand, Singapore, South Africa or Russia or in any other
jurisdiction where such offer would be prohibited by applicable law
pursuant to legislation, restrictions and regulations in the
relevant jurisdiction, by use of mail or any other communication
means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the internet)
of interstate or foreign commerce, or of any facility of national
securities exchange or other trading venue, of Australia, Belarus,
Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or
Russia or in any other jurisdiction where such offer would be
prohibited by applicable law pursuant to legislation, restrictions
and regulations in the relevant jurisdiction, and the Offers cannot
be accepted by any such use or by such means, instrumentality or
facility of, in or from, Australia, Belarus, Canada, Hong Kong,
Japan, New Zealand, Singapore, South Africa or Russia or in any
other jurisdiction where such offer would be prohibited by
applicable law pursuant to legislation, restrictions and
regulations in the relevant jurisdiction. Accordingly, this press
release or any documentation relating to the Offers are not being
and should not be sent, mailed or otherwise distributed or
forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan,
New Zealand, Singapore, South Africa or Russia or in any other
jurisdiction where such offer would be prohibited by applicable law
pursuant to legislation, restrictions and regulations in the
relevant jurisdiction.
This press release is not being, and
must not be, sent to shareholders with registered addresses in
Australia, Belarus, Canada, Hong Kong, Japan, New Zealand,
Singapore, South Africa or Russia. Banks, brokers, dealers and
other nominees holding shares for persons in Australia, Belarus,
Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or
Russia must not forward this press release or any other document
received in connection with the Offers to such
persons.
The Offers, the information and
documents contained in this press release are not being made and
has not been produced by, and has not been approved by, an
“authorised person” for the purposes of section 21 of the UK
Financial Services and Markets Act 2000 (as amended, the “FSMA”).
The communication of the information and documents or materials
contained in this press release to persons in the United Kingdom is
exempt from the restrictions on financial promotions in section 21
of the FSMA on the basis that it is a communication by or on behalf
of a body corporate which relates to a transaction to acquire
shares in a body corporate and the object of the transaction may
reasonably be regarded as being the acquisition of day-to-day
control of the affairs of that body corporate, or to acquire fifty
(50) per cent or more of the voting shares in that body corporate,
within Article 62 (Sale of a body corporate) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order
2005.
BNP Paribas S.A., authorized and
lead-supervised by the European Central Bank in Frankfurt-am-Main
(Germany) and the Autorité de Contrôle Prudentiel et de Résolution
in Paris (France), Crédit Agricole Corporate and Investment Bank,
authorized and lead-supervised regulated by the European Central
Bank (ECB) in Frankfurt-am-Main (Germany) and the Autorité de
Contrôle Prudentiel et de Résolution (ACPR) in Paris (France), J.P.
Morgan Securities plc, authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority the United Kingdom, J.P. Morgan
Securities LLC, subject to regulatory supervision by a variety of
US regulators including the Federal Reserve Bank, the SEC, FINRA,
NYSE, CBOE and other exchanges and state regulatory organizations
in the United States, Lazard Frères S.A.S., and Société Générale,
authorized and supervised by the European Central Bank (ECB) and
the Autorité de Contrôle Prudentiel et de Résolution (the French
Prudential Control and Resolution Authority) (ACPR) and regulated
by the Autorité des Marchés Financiers (the French financial
markets regulator) (AMF) (each a “Parent Financial Advisor”, and
together the “Parent Financial Advisors”). The Parent Financial
Advisors are the financial advisors to Parent and to no one else in
connection with the Offers and will not regard any other person as
their client in relation to the Offers. The Parent Financial
Advisors are not responsible to anyone other than Parent for
providing the protections afforded to their clients, nor for
providing advice in connection with the Offers. The Parent
Financial Advisors were not requested to, and did not, render an
opinion with respect to the fairness of the Offers or any
consideration to be paid in the Offers, including the Offer Price,
or as to valuation or otherwise. The Parent Financial Advisors have
not recommended any specific Offer Price to Parent or Purchaser or
their respective directors, shareholders, creditors or other
relevant parties.
Svenska Handelsbanken AB (publ) which is
authorized and regulated by the Swedish Financial Supervisory
Authority in Sweden (the “Atlas Financial Advisor”), is the
financial advisor to Atlas and to no one else in connection with
the Offers and will not regard any other person as its client in
relation to the Offers. The Atlas Financial Advisor is not
responsible to anyone other than Atlas for providing the
protections afforded to its clients, nor for providing advice in
connection with the Offers. The Atlas Financial Advisor was not
requested to, and did not, render an opinion with respect to the
fairness of the Offers or any consideration to be paid in the
Offers, including the Offer Price, or as to valuation or otherwise.
The Atlas Financial Advisor has not recommended any specific Offer
Price to Parent or Purchaser or their respective directors,
shareholders, creditors or other relevant parties.
Special notice to Shareholders in the
United States
US Holders, as defined in Rule 14d-1 of
the Exchange Act (“US Holders”), of SDRs are advised that the SDRs
are not registered under the US Securities Act of 1933, as amended.
The Offers are being made in the United States in accordance with
US federal securities laws, including Regulation 14D and Regulation
14E promulgated under the Exchange Act, subject to the exemptions
provided by Rule 14d-1(d) (the “Tier II Exemptions”) under the
Exchange Act, and otherwise in accordance with the requirements of
Swedish law. Accordingly, the Offers are subject to disclosure and
other procedural requirements, including with respect to notice of
extensions, withdrawal rights, settlement procedures and timing of
payments, that are different from those applicable under US
domestic tender offer procedures and law, and certain rules
applicable to US tender offers made in the United States do not
apply. Accordingly, US Holders of SDRs are advised of the risk that
they may not be afforded the same rights under US federal
securities laws by participating in the Swedish Offer. US Holders
are encouraged to consult with their own advisors regarding the
Offers.
As permitted under the Tier II
Exemptions, notices of extensions of the Offers and the settlement
of the Offers are based on the applicable Swedish and Luxembourg
law provisions which differ from the extension and settlement
procedures customary in the United States, particularly as regards
the time when notice must be given and payment of the consideration
is rendered, respectively. The Offers, which are subject to Swedish
law and Luxembourg law, are being made to holders of Common Shares
and holders of SDRs in accordance with the applicable United States
securities laws, and the exemptions applicable thereunder, in
particular the Tier II Exemptions.
It may be difficult for US Holders or
other Shareholders participating in the Swedish Offer to enforce
their rights and any claims they may have arising under the US
federal or state securities laws in connection with the Swedish
Offer, since the Company and Atlas are located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. US Holders may not be able to sue the Company or Atlas or
their respective officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel the Company or Atlas and/or their respective affiliates to
subject themselves to the jurisdiction or judgment of a US
court.
To the extent permissible under
applicable law and regulations, including Rule 14e-5 under the
Exchange Act, Atlas and its affiliates or brokers (acting as agents
for Atlas or its affiliates, as applicable) may from time to time
after the date hereof directly or indirectly purchase or arrange to
purchase SDRs outside the United States, or any securities that are
convertible into, exchangeable for or exercisable for such Shares,
other than pursuant to the Offers, during the period in which the
Offers remain open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. In addition, the financial advisors to Parent
and/or the Atlas Financial Advisor may also engage in ordinary
course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities as
long as such purchases or arrangements are in compliance with the
applicable law, including Rule 14e-5 under the Exchange Act. Any
information about such purchases will be announced to US Holders
through relevant electronic media if, and to the extent, such
announcement is required under applicable Swedish or US law, rules
or regulations.
THE OFFERS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY US STATE SECURITIES COMMISSION, NOR
HAS THE SEC OR ANY US STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THE OFFERS OR UPON THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED IN THIS PRESS RELEASE OR WHETHER THE
CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE
IN THE UNITED STATES.
1 Atlas Luxco S.à r.l., a private limited
liability company (société à responsabilité limitée) existing under
the laws of the Grand Duchy of Luxembourg
(“Luxembourg”), having its registered office at
53, boulevard Royal, L-2449 Luxembourg, Luxembourg with corporate
registration number B274990 with the Luxembourg Trade and Companies
Registry (R.C.S. Luxembourg), is a subsidiary of Atlas
Investissement S.A.S., a simplified joint-stock company (société
par actions simplifiée), having its registered office at 16 Rue de
la Ville-l’Évêque, FR-75008 Paris, France, with corporate
registration number 908 070 188 with the Paris Trade and
Companies Registry (R.C.S Paris) (the “Parent”).
The Parent is a majority owned subsidiary of NJJ Holding S.A.S., a
simplified joint-stock company (société par actions simplifiée)
domiciled in Paris, France, wholly owned by Xavier Niel (Atlas
Luxco S.à r.l., Atlas Investissement S.A.S., NJJ Holding
S.A.S. and Xavier Niel are together referred to as the
“Purchaser Group”).2 Millicom International S.A.,
a public limited liability company (société anonyme) existing under
the laws of Luxembourg, having its registered office at 2, rue du
Fort Bourbon, L-1249 Luxembourg, with corporate registration number
B40630 with the Luxembourg Trade and Companies Registry (R.C.S.
Luxembourg).3 Excluding 840,641 Common Shares and/or SDRs held in
treasury by Millicom.4 Corresponding to SEK 254.67 per SDR, based
on an illustrative USD/SEK exchange rate of 10.6 as of June 28,
2024. The Offer Price per SDR in SEK that will be paid to the
holders of SDRs will be set based on the USD/SEK exchange rate as
close to the settlement date as the Purchaser is able.5 The last
day of trading prior to market speculation regarding a potential
public offer for the Company.
6 The last day of trading prior to market
speculation regarding a potential public offer for the Company.7
The last day of trading prior to market speculation regarding a
potential public offer for the Company.8 The blended share price
premium is calculated using the daily volume-weighted average share
prices of the Common Shares on Nasdaq US and the SDRs on Nasdaq
Stockholm expressed in USD, with the SDR price converted from SEK
to USD using the daily SEK/USD exchange rate.9 Corresponding to SEK
254.67 per SDR, based on an illustrative USD/SEK exchange rate of
10.6 as of June 28, 2024. The Offer Price per SDR in SEK that will
be paid to the holders of SDRs will be set based on the USD/SEK
exchange rate as close to the settlement date as the Purchaser is
able.10 Based on 172,096,305 issued Common Shares in Millicom, less
840,641 Common Shares and/or SDRs held in treasury by Millicom.11
Based on 172,096,305 issued Common Shares in Millicom, less 840,641
Common Shares and/or SDRs held in treasury by Millicom and
49,966,734 SDRs held by the Purchaser.12 Corresponding to
approximately SEK 30.9 billion, based on an illustrative USD/SEK
exchange rate of 10.6 as of June 28, 2024.13 Source for Millicom’s
Common Share prices: Nasdaq US.14 On May 23, 2024, in response to
the market speculation, the Parent announced through a press
release that it was exploring a potential all-cash tender offer for
Millicom securities. 15 Representing a premium of -2.2 per cent
compared to the closing price of the Common Shares of USD 24.6 on
June 28, 2024 (the last day of trading prior to the announcement of
the Offers).16 Based on the Offer Price of USD 24.00 per SDR,
corresponding to SEK 254.67 per SDR, based on an illustrative
USD/SEK exchange rate of 10.6 as of June 28, 2024.17 Source for
Millicom’s SDR prices: Nasdaq Stockholm.18 Representing a premium
of -1.3 per cent compared to the closing price of the SDRs of SEK
258.0 on June 28, 2024 (the last day of trading prior to the
announcement of the Offers).19 The Offer to Purchase is prepared in
English only in accordance with a language exemption granted by the
Swedish Financial Supervisory Authority in respect of the
requirement to prepare the Offer to Purchase in the Swedish
language. As an effect, this press release and any subsequent press
releases and other communication concerning the Offers will be
prepared only in the English language.
20 Corresponding to SEK 254.67 per SDR, based on
an illustrative USD/SEK exchange rate of 10.6 as of June 28, 2024.
The Offer Price per SDR in SEK that will be paid to the holders of
SDRs will be set based on the USD/SEK exchange rate as close to the
settlement date as the Purchaser is able.21 Source for Millicom’s
Common Share prices: Nasdaq US.22 On May 23, 2024, in response to
the market speculation, the Parent announced through a press
release that it was exploring a potential all-cash tender offer for
Millicom securities. 23 Representing a premium of -2.2 per cent
compared to the closing price of the Common Shares of USD 24.6 on
June 28, 2024 (the last day of trading prior to the announcement of
the Offers).24 Based on the Offer Price of USD 24.00 per SDR,
corresponding to SEK 254.67 per SDR, based on an illustrative
USD/SEK exchange rate of 10.6 as of June 28, 2024.25 Source for
Millicom’s SDR prices: Nasdaq Stockholm.26 Representing a premium
of -1.3 per cent compared to the closing price of the SDRs of SEK
258.0 on June 28, 2024 (the last day of trading prior to the
announcement of the Offers).27 The blended share price premium is
calculated using the daily volume-weighted average share prices of
the Common Shares on Nasdaq US and the SDRs on Nasdaq Stockholm
expressed in USD, with the SDR price converted from SEK to USD
using the daily SEK/USD exchange rate. 28 Based on 172,096,305
issued Common Shares in Millicom, less 840,641 Common Shares and/or
SDRs held in treasury by Millicom.29 Based on 172,096,305 issued
Common Shares in Millicom, less 840,641 Common Shares and/or SDRs
held in treasury by Millicom and 49,966,734 SDRs held by the
Purchaser.30 Corresponding to approximately SEK 30.9 billion, based
on an illustrative USD/SEK exchange rate of 10.6 as of June 28,
2024.31 Each SDR represents one Common Share in Millicom. 32 Based
on 172,096,305 issued Common Shares in Millicom.33 Excluding
840,641 Common Shares and/or SDRs held in treasury by Millicom.34
Xavier Niel, the owner of NJJ Holding S.A.S. which is the parent
company of the Parent, is also the owner of Iliad Group. 35All
dates are preliminary and may be subject to change.